GigCapital, Inc. Announces Contribution to Trust Account and Provides Kaleyra Financial Information

PALO ALTO, Calif.–(BUSINESS WIRE)–GigCapital, Inc. (NYSE: GIG, GIG.U, GIG.RT, and GIG.WS) (“GigCapital”),
a Technology, Media and Telecom (TMT) Private-to-Public Equity (PPE)™
corporation, previously announced that it will hold a special meeting of
stockholders (the “Special Meeting”) on June 5, 2019, at 10:00 a.m.,
local time, at the office of GigCapital, located at 2479 E. Bayshore
Rd., Suite 200, Palo Alto, California 94303, to vote on a proposal to
amend (the “Charter Amendment”) the Company’s amended and restated
certificate of incorporation to extend the date (the “Extension”) by
which the Company has to consummate its business combination with
Kaleyra S.p.A. (“Kaleyra”) for an additional six months, from June 12,
2019 to December 12, 2019 (the “Extended Date”).

GigCapital today announced that if the stockholders approve the Charter
Amendment, GigAcquisitions, LLC (the “Sponsor”) and the other founders
of GigCapital (the “Founders”) collectively have agreed to contribute to
GigCapital as a loan $240,000 for each calendar month, or portion
thereof, that is needed by GigCapital to complete the business
combination with Kaleyra (each, a “Contribution”). The Contributions are
conditional upon the implementation of the Extension. The Contributions
will not occur if the Charter Amendment is not approved or the Extension
is not completed for any reason. The Contributions will be deposited
into the trust account established in connection with GigCapital’s
initial public offering (the “Trust Account”). As a result, the amount
in the Trust Account following a Contribution for redemption of shares
of GigCapital’s common stock issued in its initial public offering
(each, a “Public Share”) that are not redeemed in connection with the
stockholder vote to approve the Extension, will be increased. The amount
of the Contributions will not bear interest and will be repayable by
GigCapital upon consummation of the business combination with Kaleyra.

If the Extension is implemented, the Sponsor and Founders will make the
first Contribution on or before June 12, 2019. GigCapital will announce
by the end of each calendar month whether there will be a subsequent
Contribution made, and any subsequent Contributions will be made on or
before the tenth of a subsequent month. The Sponsor will have the sole
discretion to determine whether to continue extending for additional
months until the Extended Date, and if the Sponsor determines not to
continue extending for additional months, the obligation of the Sponsor
and Founders to make additional Contributions will terminate and
GigCapital will dissolve and liquidate in accordance with its amended
and restated certificate of incorporation.

As previously stated by GigCapital in its proxy statement for the
Special Meeting, the sole purpose of the Charter Amendment is to allow
Kaleyra sufficient time to prepare the required financial statements
needed before GigCapital can seek stockholder approval of the business
combination with Kaleyra. Kalerya has been diligently working to prepare
those financial statements, and GigCapital anticipates being able to
move forward with the consummation of the business combination on the
timeline previously announced when the parties announced the
transaction. Kaleyra has provided GigCapital with the following
unaudited pro forma consolidated financial information for fiscal years
2017 and 2018, and consolidated financial information for its first
fiscal quarter of 2019, all based on U.S. GAAP, as approved by the
Kaleyra board of directors:

2017 – Revenues — $77.6 million
Adjusted EBITDA — $4.3 million
 
2018 – Revenues — $98.5 million
Adjusted EBITDA — $7.4 million
Q1 2019 – Revenues — $27.7 million (up more than 35% from Q1 2018 pro forma
revenues of $20.4 million)
 

Kaleyra is in the process of finalizing its consolidated financial
information for its first fiscal quarter of 2019 based on U.S. GAAP as
one of its final steps of preparing financial statements for inclusion
in the proxy statement being prepared for approval by the GigCapital
stockholders of the business combination, and when completed and filed
as part of that proxy statement, further disclosure will be made
regarding expenses, net income and Adjusted EBITDA for the first fiscal
quarter of 2019.

Reaffirmation of 2019 Outlook

Kaleyra management reaffirms its outlook on U.S. GAAP revenue and
Adjusted EBITDA for the full-year 2019 as previously set forth using
Italian GAAP in the investor presentation related to the business
combination with GigCapital filed with the Securities and Exchange
Commission (SEC) on February 26, 2019. This guidance is subject to the
risks and uncertainties described in the “Forward-Looking Statements”
below.

“We are very pleased to provide this initial presentation of our
financial performance to the public and GigCapital’s stockholders. The
preliminary consolidated and pro forma results that we are reporting
today for fiscal year 2018, which includes strong annual revenue growth
of nearly 30% from the prior fiscal year to approximately $100 million
and accelerating Adjusted EBITDA, as well as growth of approximately 35%
for the first quarter of 2019 from the first quarter year ago to more
than $27 million, demonstrates the strength of our business and
financial model,” said Mr. Dario Calogero, Kaleyra’s Founder and current
Chairman of the Board and Chief Executive Officer. “We believe Kaleyra’s
future is bright. We move in a high growth market space at the
intersection between enterprise interactive services and mobile users,
where our platform is increasingly supporting thousands of enterprises
to smoothly interact with their consumers, using their mobile devices,
taking advantage of our omnichannel communication platform worldwide.
The pending combination with GigCapital will serve as a catalyst for the
next phase of growth within the rapidly expanding Cloud Communications
for Enterprises market. GigCapital’s powerful leadership team of
successful corporate executives with extensive technology public-market
operational and entrepreneurial expertise, along with a deep bench of
industry experts at their disposal, are already helping shape our future
as we prepare to become a publicly traded company. I look forward to
sharing our story with the investment community going forward.”

“I want to congratulate Dario and his team for their swift completion of
the preparation of the U.S. GAAP compliant results. We know this was a
challenging assignment given the many international acquisitions the
company has made in recent years and the stringent reporting
requirements under U.S. GAAP. Their ability to present this preliminary
information to investors in a short time period should give the market
confidence that their team is fully prepared to move forward as a U.S.
GAAP compliant publicly listed company,” said Dr. Avi Katz, Founder,
Executive Chairman of the Board, and Chief Executive Officer of
GigCapital, Inc. and Sole Manager of GigAcquisitions, LLC. “Once this
combination is approved by GigCapital’s stockholders, which we believe
will happen in just a few months, Kaleyra will have a stronger financial
structure to achieve its growth objectives. Furthermore, the combination
is a testament to the GigCapital team’s unique Private-to-Public Equity
(PPE)™ and Mentor-Investor™platforms, which the GigCapital
Group plans to quickly replicate through new PPE enterprises as it looks
to partner with the many late-stage growth technology companies that
have expressed interest in our model to accelerate their path to a U.S.
public listing. We are happy to offer current GigCapital stockholders a
meaningful financial incentive, since we want them to stay as our
stockholders and minimize their redemption so they can continue to
benefit from Kaleyra’s potential long-term fundamental opportunity as we
move closer to consummation of the combination.”

SEC Filing

A Current Report on Form 8-K has been filed today with the SEC,
accompanied by this press release, which can be accessed through the
SEC’s website at www.sec.gov.

Disclaimer

This communication shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation,
or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.

Additional Information About the Transaction and Where To Find It

Additional information about the proposed business combination with
Kaleyra and related transactions will be described in GigCapital’s
preliminary proxy statement relating to the proposed business
combination and the respective businesses of GigCapital and Kaleyra,
which GigCapital will file with the SEC. The proposed business
combination and related transactions will be submitted to stockholders
of GigCapital for their consideration. GigCapital’s stockholders and
other interested persons are advised to read, once available, the
preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with
GigCapital’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the proposed
business combination and related transactions, because these documents
will contain important information about GigCapital, Kaleyra and the
proposed business combination and related transactions. The definitive
proxy statement will be mailed to stockholders of GigCapital as of a
record date to be established for voting on the proposed business
combination and related transactions.

Stockholders may also obtain a copy of the preliminary or definitive
proxy statement, once available, as well as other documents filed with
the SEC by GigCapital, without charge, at the SEC’s website located at www.sec.gov
or by directing a request to Tara McDonough, Vice President and Chief
Financial Officer, GigCapital, Inc., 2479 E. Bayshore Rd., Suite 200
Palo Alto, CA 94303, or by telephone at (650) 276-7040.

Participants in the Solicitation

Kaleyra, GigCapital and their respective directors and executive
officers and other persons may be deemed to be participants in the
solicitations of proxies from GigCapital’s stockholders in respect of
the proposed business combination and related transactions. Information
regarding GigCapital’s directors and executive officers is available in
its Form 10-K filed with the SEC on December 6, 2018. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be contained in
the preliminary and definitive proxy statements related to the proposed
business combination and related transactions when it becomes available,
and which can be obtained free of charge from the sources indicated
above.

About GigCapital, Inc.

GigCapital,
Inc.
(NYSE: GIG, GIG.U, GIG.RT, and GIG.WS), is a Private-to-Public
Equity (PPE)™ company, (also known as a Blank-Check or Special Purpose
Acquisition Company (“SPAC”)), sponsored by GigAcquisitions, LLC, and
sole-managed by GigFounders, LLC (www.gigfoundersglobal.com).
All were founded in 2017 by Dr. Avi Katz. The GigCapital Group companies
are led by an affiliated team of technology industry experts, deploying
a unique Mentor-Investors™ methodology to partner with exceptional
privately-held and non-U.S. public technology companies of dedicated
solid entrepreneurs. The GigCapital Group companies offer financial,
operational and executive mentoring to U.S. and global private, and
non-U.S. public companies, in order to accelerate their path from
inception and as a privately-held entity into the growth-stage as a
publicly traded company in the U.S. The partnership of the GigCapital
Group with these companies continues through an organic and roll-up
strategy growth post the transition to a public company. For more
information, visit www.gigcapitalglobal.com.

“Private-to-Public Equity (PPE)” and “Mentor-Investor” are trademarks of
GigFounders, LLC, used pursuant to agreement.

About Kaleyra

Kaleyra is a global group specializing in providing mobile messaging
services for financial institutions and multiple other types of
enterprises of all sizes. Through its proprietary platform, Kaleyra
manages multi-channel integrated communication services on a global
scale, comprising messages, push notifications, e-mail, instant
messaging, voice services and chatbots. Kaleyra’s technology today makes
it possible to manage huge volumes of messages, with some 2 billion
notifications a month. For more information: www.kaleyra.com

Non-GAAP Financial Measure and Related Information

This communication includes reference to adjusted EBITDA, a financial
measure that is not prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”). Adjusted EBITDA is defined as of any
date of calculation, the consolidated pro forma earnings of Kaleyra and
its subsidiaries, before finance income and finance cost (including bank
charges), tax, depreciation and amortization calculated from the audited
consolidated financial statements of such party and its subsidiaries
(prepared in accordance with local GAAP), plus (i) transaction expenses
of Kaleyra and GigCapital, (ii) without duplication of clause (i),
severance or change of control payments, (iii) any expenses related to
company restructuring, (iv) any compensation expenses relating to stock
options, restricted stock units, restricted stock or similar equity
interests as may be issued by the post-combination company or any of its
subsidiaries to their employees and (v) any provision for the write down
of assets. The pro forma earnings of Kaleyra, which is an Italian
company, and its subsidiaries, which include subsidiaries outside of the
U.S., may not be prepared in conformance with Article 11 of Regulation
S-X of the SEC. Adjusted EBITDA is being used to determine whether
conditions have been achieved that would result in the issuance of the
earn-out and the vesting of the Deferred Shares. GigCapital management
believes that this non-GAAP measure of Kaleyra’s financial results will
provide useful information to management and investors regarding certain
financial and business trends relating to Kaleyra’s anticipated
financial condition and results of operations. Investors should not rely
on any single financial measure to evaluate Kaleyra’s anticipated
business.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of U.S. federal securities laws regarding the proposed
transactions with Kaleyra, the Charter Amendment, Extension,
Contributions and GigCapital. Such forward-looking statements include,
but are not limited to, statements regarding the approval of the Charter
Amendment, implementation of the Extension, payment of the
Contributions, closing of the combination and the expectations, hopes,
beliefs, intentions, plans, prospects or strategies regarding the
business combination and future business plans of the Kaleyra and
GigCapital management teams. Any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does
not mean that a statement is not forward-looking. The forward-looking
statements contained in this press release are based on certain
assumptions and analyses made by the management of GigCapital and/or
Kaleyra in light of their respective experience and their perception of
historical trends, current conditions and expected future developments
and their potential effects on Kaleyra and GigCapital as well as other
factors they believe are appropriate in the circumstances. There can be
no assurance that future developments affecting Kaleyra or GigCapital
will be those anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond the control of
the parties) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied
by these forward-looking statements, including that the GigCapital
stockholders will approve the Charter Amendment and the transaction, the
ability of the post-combination company to meet the NYSE listing
standards, and that Kaleyra will have sufficient capital upon the
approval of the transaction to operate as anticipated. Should one or
more of these risks or uncertainties materialize, or should any of the
assumptions being made prove incorrect, actual results may vary in
material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required under applicable
securities laws.

 

KALEYRA S.PA.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)

 
Years Ended December 31,
  2018       2017  
Revenue (1) $ 77,949 $ 43,214
Revenue – Solutions Infini prior to acquisition 16,919 29,297
Revenue – Buc Mobile prior to acquisition 3,650 5,052
   
Total Non-GAAP Revenue $ 98,518   $ 77,563  
 
 
Net Income (loss) (1) $ (7,219 ) $ 509
Adjustments to net Income (loss):
Income tax expense (benefit) 1,341 493
Other income, net (371 ) (334 )
Interest expense, net 442 219
Foreign currency loss 32 640
Depreciation and amortization   1,581     347  
Non-GAAP EBITDA $ (4,194 ) $ 1,874  
 
 
Loss on equity investments prior to acquisitions $ 1,053 $ 36
EBITDA for pre-acquisition period of subsidiaries 1,207 1,374
Non-cash compensation expense 1,170 550
Non-cash stock option expense 6,638 135
Acquisition transaction costs   1,537     306  
Non-GAAP adjusted EBITDA $ 7,411   $ 4,275  
 
(1) Per unaudited US GAAP financial statements as of December 31,
2018 and 2017

Contacts

GigCapital:
Darrow Associates, Inc.
Jim Fanucchi
+1
(408) 404-5400
[email protected]

Additional Investor Contact:
MacKenzie Partners, Inc.
Bob
Marese/Dan Sullivan
+1 (212) 929-5500
[email protected]

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